On a day of big upsets on the Triple Crown trail, Arnold Zetcher's Kentucky homebred earned a slot in the Kentucky Derby Presented by Yum! Brands (gr. I) in his first start against winners in the 1 1/8-mile Santa Anita Derby.

Baffert had the morning line favorite a day before the race with Jaycito but was forced to scratch that one because of a lingering foot problem, leaving the Hall of Fame trainer with only Midnight Interlude, who went off at odds of nearly 14-1.

The race also lost the original morning line favorite, Premier Pegasus, who sustained a hairline fracture of his front left cannon bone two days ago.

Midnight Interlude was coming off an 8 1/2-length romp as the favorite in a maiden win over four rivals at one mile on a wet-fast track March 20. The Santa Anita Derby was his fourth trip to the post.

The winner is by War Chant and out of the New Zealand mare Midnight Kiss (by Groom Dancer).

Midnight Interlude, ridden by Victor Espinoza, was timed in 1:48.66 on a fast track. Comma to the Top, who drifed out in the lane after leading the field to deep stretch, ran second for Corey Nakatani, 2 1/4 lengths in front of Mr. Commons and Mike Smith. The tiring favorite, Silver Medallion, was a length farther back in fourth.

Baffert previously had won the Santa Anita Derby with Pioneerof the Nile in 2009, Point Given (2001), General Challenge (1999), Indian Charlie (1998), and Cavonnier (1996).

Baffert said that this was his most exciting Santa Anita Derby win.

"I'm elated," he said, "and somewhat surprised he won. I didn't know what to expect. But he raced like he had been training. The biggest wins are when you are hoping but not really expecting it."

Baffert is the third trainer to win both the Santa Anita Handicap (gr. I) and the Santa Anita Derby in the same year and the first since Jimmy Jones of Calumet Farm accomplished the double in 1953 with Chanlea in the Derby and Mark-Ye-Well in the Big 'Cap. Baffert won the 2011 Santa Anita Handicap with Game On Dude.

Baffert still has Jaycito on the Derby trail with a possible start in the Coolmore Lexington Stakes (gr. II) at Keeneland April 23 and The Factor is the likely favorite in the April 16 Arkansas Derby (gr. I).

"We still have a ways to go so you never think too far ahead," Baffert said. "Things can happen to these horses, so you don't try to get too excited about it. But the Zetchers tonight, they can get excited about it."

Midnight Interlude would be the first Kentucky Derby starter for Zetcher.

Before a crowd of 31,523, Midnight Interlude stalked the leaders while racing well off the rail as Comma to the Top showed the way over Silver Medallion and outsider Offlee Wild Boys.

Comma to the Top, a grade I winner in December, showed good early speed and inched away on the backstretch to a one- length advantage while posting fractions of :22.81, :47.33, and 1:11.53 .

Comma to the Top maintained the lead but drifted out in upper stretch and Midnight Interlude, progressing four wide out of the final turn, steadied briefly off the front-runner's heels before shifting farther out for the run to the wire. He wore down Comma to the Top in the final strides to get up just in time.

"I had a lot of horse at the top of the stretch but didn't want to move too soon," veteran rider Espinoza said after his first win in the Santa Anita Derby. "I knew that everybody was getting tired down the lane and I felt like I had a lot more horse than everybody else.

"I hit him with the left hand and he really responded," the jockey added. "I was following (Comma to the Top) and he moved out and I had to check my horse for a second, but he is unbelievable because he still came back."

Mr. Commons rallied along the inside to get up for third over Silver Medallion, who was bet down to 5-2 favoritism in the field of nine.

Midnight Interlude earned $600,000 while improving his record to 2-1-1 in four starts. The bay colt began his career with a third-place finish against maidens Jan. 29 at six furlongs and ran second when stretched out to a mile Feb. 26.

"I've never won a Santa Anita Derby with a horse off a maiden race like this, but he was training well and his last was a great race," Baffert said of Midnight Interlude. "Comma to the Top ran a great race and I thought we weren't going to run him down; he was a little green ... he's just figuring things out right now."

The third-longest shot on the board, Midnight Interlude paid $29.80, $12, and $6 while topping a $227.20 exacta. Comma to the Top, improving off a fourth-place finish in the San Felipe Stakes (gr. II) last month, returned $9.20 and $5.80. Mr. Commons was $3.60 to show in his stakes debut for trainer John Shireffs.

Trainer Peter Miller confirmed that Comma to the Top, who earned $200,000 for his runner-up effort and would easily qualify, will not run in the Kentucky Derby.

"No, no, we're going to give him a break and hopefully come back for a fall campaign," he said.